1. These terms and conditions apply to every offer and every agreement of purchase and sale concluded via the website https://gayagoldcoffee.com of Concept Drinks B.V., established in Doorn, hereinafter referred to as “the user”. The chamber of commerce number of Concept Drinks B.V. is 34292859.
2. The buyer will hereinafter be referred to as “the other party”.
3. Certain provisions of these General Terms and Conditions relate to a natural person not acting in the exercise of a profession or business. In these provisions the other party shall be referred to as “the consumer”.
4. In these general terms and conditions, “in writing” shall mean by letter, e-mail, fax or any other means of communication that can be equated with this in view of the state of the art and generally accepted standards.
5. In these general terms and conditions, “the website” shall mean: the user’s website(s) referred to in paragraph 1. named website(s) of the user.
6. The possible inapplicability of (part of) a provision of these general terms and terms and conditions shall not affect the applicability of the remaining provisions.
7. In the event of a discrepancy or conflict between these general terms and conditions and a translated version thereof, the Dutch text shall prevail.
8. These general terms and conditions shall also apply to subsequent or partial orders arising from the agreement.
9. If the user has already handed these general terms and conditions to the other party several times – whether or not via the website – there shall be a permanent business relationship. The user does not have to provide the general terms and conditions each time in order for them to apply to subsequent agreements.
1. Every offer on the website is valid for the period stated therein. An offer in which no validity period is mentioned is without obligation. Where an offer is non-binding, the user shall be entitled to revoke this offer no later than 2 working days after receipt of the acceptance.
2. The prices mentioned in the offer, the price lists, on the website, etc. are inclusive of VAT and exclusive of possible costs, such as transport, shipping and administration costs, unless stated otherwise. The applicable VAT amount and any costs shall be clearly stated per article.
3. A combined offer does not oblige the user to deliver a part of the offered product at a corresponding part of the price.
3. A combined offer shall not oblige the user to deliver part of the offered product at a corresponding part of the price.
4. The offer and/or the price shall not automatically apply to repeat orders.
5. Models, examples, colour, size, weight and other descriptions shown on the website are as accurate as possible, but are only indicative. The other party cannot derive any rights from these.
6. a. If between the date of concluding the agreement and its implementation (cost) price increasing circumstances occur for the user as a result of legislation and regulations, currency fluctuations, price changes of third parties or suppliers engaged by the user or changes in the prices of the required materials, raw materials, etc., the user shall be entitled to increase the agreed price accordingly and charge it to the other party.
b. In the event of price increases within 3 months of the conclusion of the agreement, the consumer is entitled to dissolve the agreement by means of a written statement termination. If the consumer has not informed the user within 14 days of notification of the price change that he wishes to use his right of dissolution, the user may assume that the consumer has agreed to the price change.
1. If the Other Party places an order via the website, the User shall only be bound by this order or order after it has confirmed it to the Other Party in writing – whether or not via an automatic message via the website. This shall apply unless stated otherwise on the website.
2. Additions or amendments to the general terms and conditions or the agreement shall also only bind the user after it has confirmed these to the other party in writing.
1. This article applies exclusively to the consumer in the case of a distance purchase within the meaning of Article 46a Book 7 of the Civil Code.
2. In the case of a distance purchase, the consumer has a reflection period of 14 calendar days after receiving the goods. Within this period, the consumer can dissolve the agreement without having to give a reason. The dissolution takes place by a written communication to the user. This cooling-off period does not apply to custom-made items.
3. In the event of dissolution, the goods must be returned to the user in the original packaging, unused and at the expense and risk of the consumer. If the User has already charged for shipping costs when sending the items to the Consumer, the costs of returning the items within the cooling-off period shall be borne by the User.
4. The user shall refund payments of the purchase price already received from the consumer as soon as possible, but at the latest within 14 calendar days after dissolution to the consumer.
5. The user has the right to refuse returned goods or to refund only part of the refund if the goods are not in the original packaging, have been processed, used and/or damaged. The User shall inform the Consumer of this immediately upon receipt of the items
If in the opinion of the user the proper execution of the agreement so requires, he may have certain deliveries carried out by third parties.
1. The user undertakes to keep confidential all information obtained from or about the other party within the framework of the conclusion and execution of the agreement and which the other party has indicated is confidential information or which the user knows or could reasonably know is to be treated confidentially. The user shall only provide this information to third parties insofar as this is necessary for the execution of the agreement.
2. The user shall take all reasonable precautions to keep the confidential information secret and shall guarantee that its employees and/or other persons involved in the execution of the agreement under its responsibility shall also comply with this duty of confidentiality.
3. The duty of confidentiality shall not apply if, as a result of legislation and/or regulations or a court ruling, the user is obliged to disclose the confidential information and cannot in doing so invoke a legal or court-ordered right to privilege. This exception also applies to employees and other persons as referred to in the previous paragraph.
4. If the user uses a privacy statement, the data referred to therein shall be used exclusively in accordance with the provisions of this statement.
1. Agreed delivery terms can never be regarded as deadlines. If the user fails to meet his delivery obligations or fails to do so on time, the other party must give him written notice of default, granting him a reasonable period of time to still fulfil these delivery obligations.
2. For agreements with consumers, the ordered goods shall be delivered no later than 30 days after the order. If delivery within this period is impossible, the user shall inform the consumer as soon as possible. The consumer shall then have the opportunity to reclaim any advance payments from the user within 1 week of this notification. If the consumer makes use of this option, the user shall refund the amount already paid by the consumer within 30 days of the recovery.
3. The user shall be entitled to deliver in parts, whereby each partial delivery may be invoiced separately.
4. The risk for the goods to be delivered shall pass to the other party at the moment of delivery. This is the moment the goods to be delivered leave the user’s premises, warehouse or shop or the user has informed the other party that these goods can be collected by him.
5. Contrary to the previous paragraph, for consumers the moment of delivery shall be the moment the goods are actually at their disposal.
6. Dispatch or transport of the items shall take place at the expense and risk of the other party and in a manner to be determined by the user. The user shall not be liable for damage of whatever nature – whether or not to the items themselves – in connection with the shipment or transport.
7. Contrary to the previous paragraph, for consumers, shipment or transport of the items shall take place at the user’s risk, but at the consumer’s expense.
8. If, due to a cause within the sphere of risk of the other party, it turns out not to be possible to deliver the ordered goods to the other party (in the agreed manner) or if the goods are not collected, the user shall be entitled to store the goods at the expense and risk of the other party. The other party must enable the user to deliver the goods within a period to be set by the user after notification of the storage or collect the goods within this period.
9. If the Other Party fails to meet its purchase obligation after the period referred to in the previous paragraph, it shall be in default with immediate effect. The user shall then be entitled to dissolve the agreement in full or in part with immediate effect by means of a written statement and to sell the goods to third parties without any obligation arising for the user to compensate for damage, costs and interest. The above shall not affect the obligation of the other party to compensate any (storage) costs, damage caused by delay, loss of profit or other damage or the right of the user to still claim performance.
10. An agreed delivery period shall not commence until the user has received all information necessary for the delivery and any agreed (advance) payment from the other party. If this causes a delay, the delivery period shall be extended proportionately.
1. The other party must check the delivered goods immediately upon receipt and state any visible defects, faults, damage and/or deviations in quantities on the waybill or accompanying note. In the absence of a waybill or accompanying note, the other party must report the defects, faults, etc. to the user within 2 working days of receiving the goods, followed by a written confirmation thereof. In the absence of such notification, the goods shall be deemed to have been received in good condition and to comply with the agreement.
2. Other complaints must be reported to the user in writing immediately after discovery – but no later than within the agreed guarantee period. All consequences of not immediately reporting shall be at the other party’s risk. If no explicit guarantee period has been agreed, a period of 1 year after delivery shall apply.
3. If a complaint has not been reported to the user within the periods mentioned in the previous paragraphs, no appeal shall be possible against an agreed guarantee.
4. Goods ordered shall be delivered in the (wholesale) packaging/minimum quantities or quantities in stock at the user. Minor deviations accepted in the sector with regard to sizes, weights, quantities, colours, etc. shall not be considered a shortcoming on the part of the user. No guarantee claims shall be possible in this respect.
5. Complaints shall not suspend the other party’s obligation to pay.
6. The previous paragraph does not apply to the consumer.
7. The other party must allow the user to investigate the complaint and provide all relevant information to the user for this purpose. If for the investigation of the complaint return shipment is necessary, this shall take place at the Other Party’s expense, unless the complaint turns out to be founded afterwards. The transport risk is always for the other party.
8. In all cases, return shipments shall take place in a manner to be determined by the user and in the original packaging or wrapping.
9. No complaints shall be possible regarding imperfections in or properties of products manufactured from natural materials or raw materials, if these imperfections or properties are inherent to the nature of these materials or raw materials.
10. No complaints shall be possible regarding discolouration and minor mutual colour deviations.
11. No complaints shall be possible regarding goods which, after receipt by the other party, have changed in nature and/or composition or have been fully or partially processed.
1. The User shall ensure that the agreed deliveries are carried out properly and in accordance with the standards applicable in its branch of industry, but shall never give a more extensive guarantee with regard to these deliveries than as expressly agreed between the parties.
2. During the guarantee period the user guarantees the usual normal quality and soundness of the delivered goods.
3. If the manufacturer or supplier has issued a guarantee for the items delivered by the user, this guarantee shall apply equally between the parties. The user shall inform the other party about this.
4. If the purpose/destination for which the other party wishes to treat, process or use the items differs from the usual purpose/destination of these items, the user shall only guarantee that the items are suitable for this purpose/destination if it has confirmed this to the other party in writing.
5. No appeal to the guarantee shall be possible as long as the other party has not yet paid the price agreed for the goods.
6. The previous paragraph shall not apply to the consumer.
7. In the event of a justified appeal to the guarantee, the user shall – at his discretion – take care of repair or replacement of the goods free of charge, or shall repay or give a discount on the agreed price. If there is additional damage, the provisions of the liability article included in these general terms and conditions shall apply.
8. Notwithstanding the previous paragraph, the consumer shall have the choice between repair or replacement of the goods, unless this cannot reasonably be required from the user. Instead, the consumer may always dissolve the agreement by written declaration or demand a discount on the agreed price.
1. Apart from the guarantees explicitly agreed upon or given by the user, the user does not accept any liability.
2. Without prejudice to the provisions of the previous paragraph of this article, the user shall only be liable for direct damage. Any liability of the user for consequential damage, such as trading loss, loss of profits and/or losses suffered, damage caused by delay and/or personal or bodily injury, is expressly excluded.
3. The other party must take all measures necessary to prevent or limit the damage.
4. If the User is liable for damage suffered by the Other Party, the User’s obligation to pay compensation shall always be limited to a maximum of the amount paid by its insurer in the relevant case. If the insurer does not pay out or the damage is not covered by any insurance taken out by the user, the user’s obligation to pay compensation shall be limited to a maximum of the invoice amount for the goods delivered.
5. The Other Party must hold the User accountable for this within 6 months after it has become aware or should have become aware of the damage it has suffered.
6. Notwithstanding the previous paragraph, a period of 1 year shall apply to the consumer.
7. The user is not liable and the other party cannot invoke the applicable guarantee if the damage was caused
a. by inexpert use or use contrary to the purpose of the delivered goods or the instructions, advice, directions for use, leaflets, etc. provided by or on behalf of the user;
b. through inexpert storage (storage) or maintenance of the items;
c. through errors or incompleteness in the information provided to the user by or on behalf of the other party information provided to the user by or on behalf of the other party;
d. as a result of the other party’s choice deviating from what the user advised and/or is customary;
e. as a result of the choice made by the other party regarding the goods to be delivered;
f. because repairs or other work or operations have been carried out on the delivered goods by or on behalf of the other party, without explicit prior consent of the user.
8. The other party shall in the cases enumerated in the previous paragraph be fully liable for all resulting damage and explicitly indemnifies the user against all third party claims for compensation of this damage.
9. The limitations of liability included in this article do not apply if the damage is due to intent and/or conscious recklessness on the part of the user or the managerial staff at board level or if mandatory statutory provisions dictate otherwise. Only in these cases shall the user indemnify the other party against any third-party claims against the other party.
1. The user shall always be entitled to demand (partial) advance payment or any other security for payment from the other party.
2. Payment must be made in the manner indicated on the website. Payment in other ways is only allowed if the parties have expressly agreed on this in writing.
3. If the parties have agreed on payment after receipt of an invoice, payment must be made within a due date of 14 days after the invoice date, unless the parties have agreed another payment term in writing. Thereby, the correctness of an invoice is established if the other party has not objected within this payment term.
4. If an invoice has not been paid in full or no direct debit has been possible after the expiry of the term referred to in the previous paragraph, the other party shall owe the user a default interest of 2% per month, to be calculated cumulatively over the principal sum. Parts of a month shall be counted as full months.
5. If payment is still not made after a reminder by the User, the User shall also be entitled to charge the Other Party extrajudicial collection costs amounting to 15% of the invoice amount, with a minimum of € 150.00.
6. If the other party fails to make full payment, the user shall be entitled to dissolve the agreement without further notice of default by means of a written statement or to suspend his obligations under the agreement until the other party has paid or provided proper security for this. The user shall also have the aforementioned right of suspension if, even before the other party is in default of payment, he has sound reasons to doubt the other party’s creditworthiness.
7. Payments made by the other party shall first be deducted by the user from all interest and costs due and subsequently from the longest outstanding payable invoices, unless the other party states in writing upon payment that it relates to a later invoice.
8. The other party may not set off the user’s claims against any counterclaims which it has against the user. This shall also apply if the other party applies for (temporary) suspension of payment or is declared bankrupt.
1. The user is always entitled to demand (partial) prepayment or any other security for payment from the consumer. The requested advance payment shall not exceed 50% of the agreed price.
2. Payment must be made in the manner indicated on the website. Payment in other ways is only allowed if the parties have expressly agreed in writing.
3. If the parties have agreed on payment upon receipt of an invoice, payment must be made within a due date of 14 days from the invoice date, unless the parties have agreed on a different payment term in writing. Thereby, the correctness of an invoice is established if the consumer has not objected within this payment period.
4. If an invoice has not been paid in full or no direct debit has been possible after the expiry of the period referred to in the previous paragraph, the consumer shall owe the user a default interest of 2% per month, to be calculated cumulatively over the principal sum. Parts of a month shall be counted as full months.
5. If payment is still not made after a reminder by the User, the User shall also be entitled to charge the Consumer extrajudicial collection costs. The User shall give the Consumer at least another 14 days to pay in the said reminder.
6. The extrajudicial collection costs referred to in the previous paragraph amount to:
a. 15% of the amount of the principal sum over the first € 2,500.00 of the claim (with a minimum of € 40.00);
b. 10% of the amount of the principal sum over the next € 2,500.00 of the claim;
c. 5% of the amount of the principal sum over the next €5,000.00 of the claim;
d. 1% of the amount of the principal sum over the next €190,000.00 of the claim;
e. 0.5% of the excess of the principal sum.
All this with an absolute maximum of €6,775.00.
7. For the calculation of the extrajudicial collection costs, the user shall be entitled, after expiry of 1 year, to increase the principal sum of the claim by the cumulative default interest accrued in that year in accordance with paragraph 4 of this article.
8. If the consumer fails to make full payment, the user has the right to terminate the agreement without further notice of default by means of a written statement or to suspend its obligations under the agreement until the consumer has paid or has provided proper security for this. The user also has the aforementioned right of suspension if, even before the consumer is in default of payment, he has sound reasons to doubt the consumer’s creditworthiness.
9. Payments made by the Consumer shall first be deducted by the User from all interest and costs due and subsequently from the longest outstanding payable invoices, unless the Consumer states in writing at the time of payment that it relates to a later invoice.
1. The user shall retain ownership of all goods delivered and to be delivered under the agreement until the other party has fulfilled all its payment obligations to the user.
2. The payment obligations referred to in the previous paragraph consist of the payment of the purchase price of the goods, increased by claims on account of work carried out in connection with the delivery and claims on account of the other party’s attributable failure to fulfil its obligations, such as claims to pay damages, extrajudicial collection costs, interest and any penalties.
3. If it concerns the delivery of identical, non-indivisible goods, the batch of goods belonging to the oldest invoices shall always be deemed to have been sold first. The retention of title shall therefore always apply to all delivered goods that are still in the stock, shop and/or inventory of the other party at the time the retention of title is invoked.
4. Goods subject to retention of title may be sold on by the other party within the framework of normal business operations, provided it has also stipulated retention of title on the delivered goods with its customers.
5. As long as the delivered goods are subject to retention of title, the other party may not pledge the goods in any way or place the goods under the (actual) control of a financier by means of pledge lists.
6. The other party must immediately inform the user in writing if third parties claim to have ownership or other rights to the goods subject to retention of title.
7. The other party must store the items carefully and as identifiable property of the user as long as they are subject to retention of title.
8. The other party must ensure business or contents insurance such that the goods delivered subject to retention of title are insured at all times and shall allow the user inspection of the insurance policy and the corresponding premium payment receipts on first request.
9. If the other party acts contrary to the provisions of this article or the user invokes the retention of title, the user and its employees shall have the irrevocable right to enter the other party’s premises and take back the items delivered under retention of title. This applies without prejudice to the user’s right to compensation for damage, lost profit and interest and the right to dissolve the agreement without further notice of default, by written declaration.
1. The user shall always have the right to dissolve the agreement without further notice of default by means of a written statement to the other party at the time at which the other party:
a. is declared bankrupt or an application for its bankruptcy has been made;
b. applies for (provisional) suspension of payment;
c. is affected by attachment under execution;
d. is placed under guardianship or administration;
e. otherwise loses the power of disposition or legal capacity with respect to his assets or parts thereof.
2. The other party must always inform the guardian or administrator of the (contents of the) agreement and these general terms and conditions.
1. In the event of force majeure on the part of the other party or the user, the user shall be entitled to dissolve the agreement by means of a written statement to the other party or to suspend the fulfilment of its obligations towards the other party for a reasonable period of time without being obliged to pay any compensation.
2. Force majeure on the part of the user within the framework of these general terms and conditions shall mean: a non-attributable shortcoming on the part of the user, third parties or suppliers engaged by him or other serious reasons on the part of the user.
3. Circumstances involving force majeure on the part of the user shall be understood to include: war, riots, mobilisation, domestic and foreign disturbances, government measures, strikes within the user’s organisation and/or that of the other party or the threat of these etc. circumstances, disruption of the exchange rate relationships existing at the time of entering into the agreement, business interruptions due to fire, burglary, sabotage, failure of electricity, internet or telephone connections or activities of hackers as a result of which the website is not (fully) available, natural phenomena, (natural) disasters and the like, as well as transport difficulties and delivery problems caused by weather conditions, road blocks, accidents, import and export obstructing measures and the like.
4. If the force majeure situation arises when the agreement has already been partly executed, the other party must in any case fulfil its obligations towards the user up to that time.
1. The provisions of this article do not apply to cancellation within the cooling-off period as referred to in article 4 of these general terms and conditions.
2. If the other party wishes to cancel the agreement prior to or during its execution, it shall owe the user compensation to be determined by the user. This compensation shall include all costs incurred by the user and his loss incurred due to the cancellation including loss of profit. The user shall be entitled to fix the compensation and – at its choice and depending on the deliveries already made – charge the other party 20 to 100 per cent of the agreed price.
3. The other party shall be liable to third parties for the consequences of the cancellation and shall indemnify the user against claims from these third parties arising therefrom.
4. The user shall be entitled to set off all amounts paid by the other party against the compensation owed by the other party.
5. Upon suspension of the execution of the agreement at the request of the other party, the compensation for all costs incurred at that time shall be immediately due and payable and the user may charge these to the other party. In addition, the user may charge the other party for all costs to be incurred or incurred during the suspension period.
6. If the execution of the agreement cannot be resumed after the agreed suspension period, the user shall be entitled to dissolve the agreement by means of a written statement to the other party. If the execution of the agreement is resumed after the agreed suspension period, the other party must compensate the user for any costs resulting from this resumption.
1. The agreement concluded between the user and the other party shall be governed exclusively by Dutch law.
2. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
3. Any disputes shall be submitted to the competent court in the place where the user is established, although the user always retains the right to submit a dispute to the competent court in the place where the other party is established.
4. The consumer may always choose to submit the dispute to the legally competent court, provided he makes this choice known to the user in good time. Timely’ here means: within one month after the user has notified the consumer in writing that he wishes to submit the dispute to the court of his place of business.
5. If the other party is established outside the Netherlands, the User shall be entitled to choose to submit the dispute to the competent court in the country or state where the other party is established.